Unassociated Document
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported): February 11, 2008
 
 
CAPLEASE, INC.
(Exact name of registrant as specified in its charter)
 
Maryland
1-32039
52-2414533
     
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
1065 Avenue of the Americas, New York, NY
10018
   
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (212) 217-6300
 
 
(Former name or former address, if changed since last report.)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Executive Officer Compensation
 
On February 11, 2008, the Compensation Committee of our Board of Directors made annual compensation awards for our executive officers.
 
2008 Base Salaries
 
The Compensation Committee approved a 2.9% increase in each executive officer’s base salary for 2008, reflecting the percentage increase in the Consumer Price Index and the minimum increase provided under each officer’s employment agreement.
 
Cash Bonuses
 
The Compensation Committee approved annual cash bonus awards with respect to the year ended December 31, 2007, as follows:
 
Name
  
Title
  
2007 Cash Bonus
Paul H. McDowell
  
Chief Executive Officer
  
$240,000
Shawn P. Seale
  
Senior Vice President, Chief Financial Officer and Treasurer
  
$225,000
William R. Pollert
  
President
  
$110,000
Robert C. Blanz
  
Senior Vice President and Chief Investment Officer
  
$225,000
Paul C. Hughes
  
Vice President, General Counsel and Corporate Secretary
  
$110,000
 
Long-Term Incentive Awards
 
The Compensation Committee approved long-term incentive awards in the form of restricted stock granted under our 2004 stock incentive plan, to our executive officers, as follows:
 
Name
  
Title
  
Number of Shares
Paul H. McDowell
  
Chief Executive Officer
  
68,000
Shawn P. Seale
  
Senior Vice President, Chief Financial Officer and Treasurer
  
63,200
William R. Pollert
  
President
  
42,500
Robert C. Blanz
  
Senior Vice President and Chief Investment Officer
  
59,100
Paul C. Hughes
  
Vice President, General Counsel and Corporate Secretary
  
29,500
 
 
The long-term incentive awards, which are scheduled to vest over five years, were allocated 75% as performance-based awards and 25% as time-based awards. The performance-based awards are scheduled to vest through March 24, 2013, if performance criteria determined by the Compensation Committee is met and as long as the executive officer continues to be employed by our company. One-fifth of the performance-based shares will be available for vesting annually beginning on March 24, 2009, provided that shares which fail to vest in any year will accumulate and not be forfeited but will be available for vesting in subsequent years through March 24, 2013, at which time all unvested shares will be forfeited.
 
The time-based awards are scheduled to vest in five equal annual installments beginning on March 24, 2009, as long as the executive officer continues to be employed by our company.
 
The long-term incentive awards are payable on March 24, 2008, the anniversary of our initial public offering, and will be governed by a stock award agreement. The vesting of the awards may accelerate upon certain events in accordance with the stock award agreements and each executive officer’s respective employment agreement. The awards will have voting and dividend rights unless and until forfeited.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits
 
10.1
Form of Restricted Stock Award Agreement - Executive Officers (incorporated by reference from the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2007)
 
2
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
CAPLEASE, INC.
 
 		  
 		  
 
By:   /s/ Shawn P. Seale
 
Shawn P. Seale
 
Senior Vice President, Chief Financial
Officer and Treasurer
 
DATE: February 15, 2008